8-K 1 a19-2247_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 3, 2019

 


 

EP ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-36253

 

46-3472728

(State of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 


 

EP ENERGY LLC

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

333-183815

 

45-4871021

(State of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

1001 Louisiana Street

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

(713) 997-1000

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company                                              o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 

 

 


 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 3, 2019, EP Energy Corporation (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual, which requires the average closing price of the Company’s class A common stock over a prior 30 consecutive trading day period to be at least $1.00 per share.

 

In accordance with applicable NYSE procedures, the Company intends to notify the NYSE within ten business days of receipt of the notification of its intent to cure the deficiency and restore its compliance with the NYSE continued listing standards. The Company has a period of six months following the receipt of notice to regain compliance. The Company can regain compliance at any time during the six-month cure period if its common stock has a closing share price of at least $1.00 on the last trading day of any calendar month during the period and also has an average closing share price of at least $1.00 over the 30 trading day period ending on the last trading day of that month.

 

The Company’s common stock will continue to be listed and traded on the NYSE during this six-month cure period, subject to the Company’s compliance with other continued listing requirements set forth in the NYSE Listed Company Manual. The Company’s common stock symbol “EPE” will be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing requirements. If the Company fails to regain compliance with Section 802.01C of the NYSE Listed Company Manual by the end of the cure period, the Company’s common stock will be subject to the NYSE’s suspension and delisting procedures.

 

If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company as it would likely reduce the liquidity and market price of the common stock; reduce the number of investors willing to hold or acquire the common stock; and negatively impact the Company’s ability to access equity markets and obtain financing.

 

The NYSE notification does not affect EP Energy’s business operations or its Securities and Exchange Commission reporting requirements and does not result in a default under any of the Company’s material debt agreements.

 

Item 7.01  Regulation FD Disclosure

 

On January 9, 2019, the Company issued a press release with respect to the receipt of the notice of noncompliance from the NYSE. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

 

The information contained in this Item 7.01 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01  Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
No.

 

Description

99.1

 

Press release dated January 9, 2019.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

EP ENERGY CORPORATION

 

 

 

Date: January 9, 2019

By:

/s/ Jace D. Locke

 

 

Jace D. Locke

 

 

Vice President, General Counsel and Corporate Secretary

 

 

 

EP ENERGY LLC

 

 

 

 

By:

/s/ Jace D. Locke

 

 

Jace D. Locke

 

 

Vice President, General Counsel and Corporate Secretary

 

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